Skillet Shells and Cheese
Creamy, cheesy, and topped with a crispy breadcrumb topping, this Skillet Shells and Cheese is the ultimate comfort food side dish. Paired perfectly with my BBQ grilled chicken and fresh fennel slaw.
I love serving this when we have friends or family over because it feels comforting and familiar, but still a little elevated. The mac and cheese is rich and cheesy, the chicken adds plenty of protein, and the slaw keeps the meal from feeling too heavy.
One of my favorite things about this recipe is how flexible it is. You can serve the mac and cheese as a side dish alongside grilled chicken, or make it the main event with a big salad on the side. Either way, it’s always a crowd pleaser.
Main Ingredients & Swaps
- Shell Pasta – Shells are perfect for holding onto the creamy cheese sauce, but elbow macaroni, cavatappi, or rotini work well too.
- Cheddar Cheese – Creates the classic mac and cheese flavor. I like using a white sharp cheddar for the most flavor. My favorite is the kerrygold dubliner that costco sells but we also really like this cheddar from azure.
- Monterey Jack Cheese- I like this for it’s creaminess and melting qualities. I use a blend of both kinds of cheeses for my cheese sauce. We also really like this calico cheese from azure.
- Mozzarella Cheese – Adds creaminess and that irresistible cheese pull. I love this mozzarella cheese from azure standard.
- Whole Milk – Creates a rich, creamy sauce. Lower fat milk can work, but the sauce won’t be quite as luxurious.
- Dijon Mustard – Just a small amount helps balance the richness of the cheese and adds incredible flavor.
- Nutmeg – A tiny pinch adds warmth and enhances the cheese sauce without standing out.
- Breadcrumbs – The crispy topping adds texture and contrast to the creamy pasta underneath.
- Grilled Chicken – We love serving this alongside my Smoked BBQ Chicken Breasts recipe for a complete meal.
- Fennel Slaw – The fresh crunch and bright lemon dressing balance the richness of the mac and cheese perfectly.
Equipment I Use
- Large Skillet – Perfect for making the cheese sauce and transferring directly into the oven.
- Cheese Grater – This is probably my biggest time saving hack, I use this shredder all the time. And freshly shredded cheese melts much so better than pre shredded cheese.
- Food Processor – Makes quick work of homemade breadcrumbs.
How I Make It
I start by cooking the pasta just until al dente. While the pasta cooks, I prepare the cheese sauce in a large skillet or Dutch oven.
The sauce begins with a simple roux made from butter and flour. Once the flour has cooked for a minute or two, I slowly whisk in warm milk until the mixture becomes smooth and thickened. A little Dijon mustard, nutmeg, and salt give the sauce incredible flavor without making it complicated.
Once the sauce is ready, I turn off the heat and stir in the cheese a handful at a time until everything is smooth and creamy. The cooked pasta gets folded into the sauce until every shell is coated.
For the best texture, I transfer everything to the oven with an extra layer of mozzarella and breadcrumbs on top. After a few minutes, the cheese becomes bubbly and the topping turns golden brown and crispy.
I like to serve this alongside my Smoked BBQ Chicken Breasts and a batch of my fennel slaw with my Charred Lemon Crème Fraîche Dressing for a fresh contrast to the rich cheese sauce.
Tips & Storage
- Use a combination of cheeses for the best flavor and texture. I prefer a blend of white cheddar and a monterey jack blend like this cheese from azure standard. Looking for good cheese? Try out Azure using my affiliate link: https://www.azurestandard.com/?a_aid=cc43bad1e7
- Freshly shredded cheese melts much better than pre shredded cheese.
- The sauce should be thick enough to coat the pasta but still creamy and spoonable.
- Leftovers keep well in the refrigerator for up to 4 days.
Homemade Breadcrumb Tip
We love making our own breadcrumbs from homemade bread. Simply tear leftover bread into pieces, toss with a little olive oil and Italian seasoning, and bake until dry and crisp. Pulse in a food processor until fine crumbs form, then store in an airtight container in the pantry.
Follow along in my YouTube video below to see exactly how I make this meal.
Skillet Mac and Cheese
Ingredients
Notes
- Use a combination of cheeses for the best flavor and texture.
- Sharp cheddar provides great flavor, while a melting cheese like monterey jack provides a creamy texture. I like to use both in my cheese sauce.
- Choose a high quality block of fresh part skim mozzarella to slice up or shred for topping the mac and cheese. I love azure standard for their cheese selections.
- Freshly shredded cheese melts much better than pre shredded cheese.
- The sauce should be thick enough to coat the pasta while remaining creamy and spoonable.
- We love making homemade breadcrumbs from leftover bread. Tear bread into pieces, toss with olive oil and Italian seasoning, and bake until crisp. Pulse in a food processor until fine crumbs form and store in an airtight container.
- Leftovers can be stored in the refrigerator for up to 4 days. Reheat with a splash of milk to restore the creamy texture.
Method
- Bring a large pot of salted water to a boil. Cook the shell pasta until al dente according to package directions. Drain and set aside.
- Preheat the oven to 400°F
- In a large skillet or Dutch oven, melt the 5 tbsp of butter over medium heat.
- Whisk in the 1/3 cup of flour and cook for 1 to 2 minutes, stirring constantly, until a smooth paste forms.
- Pour in the warm milk and whisk. Continue stirring with a whisk or silicone spatula on low heat until the sauce is smooth and thickened, this can take a few minutes.
- Stir in the Dijon mustard, nutmeg, and salt. Turn off the heat.
- Add the shredded cheese a handful at a time, stirring until fully melted and smooth. Taste and adjust seasoning if needed.
- Add the cooked pasta and stir until evenly coated in the cheese sauce.
- Top with the mozzarella cheese and breadcrumbs.
- Bake for 15 minutes, or until bubbly and golden brown on top. Serve warm.
Video
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